The Elder Scrolls II - Daggerfall
Image: Bethesda

The Elder Scrolls is arguably one of the most successful and recognisable video game franchises of all time, sitting alongside other industry juggernauts such as Grand Theft Auto, Fallout, and Red Dead Redemption. But it wasn't always this way.

Back when the series first began with The Elder Scrolls: Arena, there were some within the industry (including friends of the studio at the Wizardry developer Sir-Tech) who saw the concept of Bethesda making an RPG as a huge potential risk, doubting that the Maryland-based developer (whose previous credits at the time included Wayne Gretzky Hockey and various Terminator games for PC) had the necessary skills and experience to pull it off.

Speaking to PC Gamer in November 1995, Bethesda president Christopher Weaver said, "We were in unknown territory with Arena, and nobody seemed to believe that a company known for its sports games - no matter how good they were - could possibly break into a genre as insular, even fanatical, as RPGs. The word we were getting from buyers out in the field was: 'Hey, you guys can't do that!"

Julian LeFay
Julian LeFay, the "father of the Elder Scrolls" passed away in 2025 — Image: OnceLost Games

Throughout Arena's development, its design evolved dramatically. Initially planned as a multiplayer gladiator-esque RPG management game (loosely inspired by the 1989 Rutger Hauer gladiator sport film The Salute of the Jugger (also known as The Blood of Heroes in The US)), it became a single-player role-playing experience, conceived as a core campaign set on which to build further expansions. However, when Arena finally hit store shelves in 1994, sales were disappointingly slow, suggesting that the planned series might be dead on arrival. Fortunately, for Bethesda, though, strong reviews and word of mouth in the months that followed eventually led to an increase in sales, and a follow-up was greenlit, with this new adventure gradually becoming a standalone campaign set in and around the Iliac Bay region, entitled The Elder Scrolls II: Daggerfall.

Originally released in September 1996, Daggerfall, arguably more so than Arena, had a significant impact on shaping the future direction of the series, serving as the foundation for much of the early lore and altering the level system to one that will be familiar to those who played more recent Elder Scrolls games like Oblivion and Skyrim. For Julian LeFay, the Danish designer/programmer who fathered the series, the concept behind the sequel was simple: create a game "like a pen-and-paper role-playing game, you could play for years." But getting there ultimately took a lot of blood, sweat, and tears.

With Daggerfall celebrating its 30th anniversary last month, I wanted to mark the milestone in my own special way, so over the past year or so, I decided to revisit the making of the classic. To do this, I've been reaching out to various developers associated with the game, starting with Arena designer Ted Peterson, who became LeFay's right-hand man on Daggerfall and knows all too well the obstacles involved.

"It Was A Disaster In A Lot Of Ways And Somehow Built A Billion-Dollar Franchise"

"When I first got hired at Bethesda, Arena was kind of 'the thought' that Julian was having," Peterson told me. "But it underwent a lot of changes. Originally, it was kind of an action RPG capture-the-flag multiplayer arena thing, but we had a lot of trouble with the multiplayer programming. It also shipped late, which impacted sales.

"Game stores ordered a certain number of copies, and when we didn't ship on time, they started cancelling. To give you some context of how badly it did, the very, very first game I ever worked on was a retail pack for Terminator 2029, so you had to own the original game. That shipped more copies than Arena did early on. But we were lucky: word of mouth got out, and people started playing and enjoying the game. It was a disaster in a lot of ways and somehow built a billion-dollar franchise."

Arena
David Menehan, a local Maryland artist, painted the artwork for Arena, which featured a quartet of gladiators, a potential reference to the game's multiplayer origins — Image: Bethesda

Looking into Daggerfall's history, the first mention of it I could find was in the July 1994 issue of Computer Gaming World. Before that, the next title in the series was referred to exclusively as The Elder Scrolls: Mournhold, which had initially been planned as an expansion and was believed to be set around a vampiric castle in the Morrowind region (a different region of Tamriel).

At the time, Bethesda gave no official reason for the change. But in later interviews with Peterson (including a 2014 issue of a French magazine, accessed via the Unofficial Elder Scrolls Pages), Peterson claimed the move was primarily down to two factors. The first was technical: an inability to create the dramatic mountainous environments that the region demanded. The second, meanwhile, came down to marketability; the developers simply believed that players would be turned off by the idea of exploring a region mostly populated by dark elves and weird lizard men. Daggerfall's more traditional, fantasy landscape, therefore, made a whole lot more sense, as did its main inhabitants ("European-looking Bretons and African-looking Redguards"), which the team reasoned would be a safer bet.

Much as he did with Arena, LeFay served as the main programmer on Daggerfall and contributed to the game's design, with a whole new art team (featuring the artists Mark K. Jones and Don Nalezyty, and the Filmation animator Louise Sandoval) being assembled to work on the project. Peterson also returned from Arena, once again working on the design, and also took on a new role: volunteering to pen the main story, which centred on King Lysandus's spectral army haunting the capital of his former kingdom at night, and an agent of the emperor sent to put his spirit to rest once and for all.

As you can imagine, this story was more than a little inspired by the events in Hamlet, but that wasn't the only narrative throughline in the game, with Peterson also adding in a MacGuffin (in the form of a devastating Dwemer weapon called the Numidium), over which a bunch of competing royal families were battling it out. His goal, he tells me, was to move away from the generic "evil wizard" setup the team had relied on in Arena and give players a more nuanced story that trusted them to make their own moral decisions.

"The big thing we knew post-Arena was that the negative reviews were talking about how bad the story was," Peterson told me. "Because it was put together with what remnants we had of the original concept of that game. It felt dumb and simplistic, and immediately, because I was 23 or 24 at the time, I was like, 'I can write a better story.' What I remember is we were thinking, 'These are characters who may be right or wrong.' So, you can join different factions and agree or disagree with their point of view. No one is evil for evil's sake; everyone has a grey side.

He continued, "I can't remember if we had gods in Arena, but we definitely had demons, and we stopped calling them demons in Daggerfall; we started calling them Daedra to say, 'Okay, well, these are extreme forces, but you can choose yourself whether or not they're good or evil.' So, as far as a pillar of that design or that world-building was, it was this idea of, 'We're not going to make things so black and white.'"

Of course, the story wasn't the only aspect the developers wanted to improve. Pre-release coverage of the game, for example, talked up the game's new engine, the Xngine (an improvement over the raycast engine used on Arena and allowed for enhanced graphics and multi-level buildings and dungeons); new mechanics such as potion-crafting; and praised the new character creator, which seemed to be a step above what Arena had shipped with.

For example, while Arena required you to generate a class or pick one from a list, Daggerfall added a bonus option that let you create a class from scratch. This let you tweak your attributes and skills, and choose from a variety of (optional) advantages and disadvantages to further customise your character. Want to give your character a resistance to a specific kind of magic or transform them into a tank? That's one option. But you could just as well make them afraid of animals or the undead, to spice up certain encounters.

These advantages and disadvantages weren't limited to the character creator, either, with Daggerfall introducing the ability to contract conditions such as vampirism and lycanthropy (for the first time ever in the series), which inevitably came with their own pros and cons.

'If You Hated That & Wanted To Tear Your Eyeballs Out, That's My Fault

At the time, these advantages and disadvantages were described as "Champions-like" in most gaming magazines (a reference to the superhero tabletop RPG from the early '80s), but were said to come with one major difference regarding how they functioned. Essentially, in Daggerfall, the benefit of picking disadvantages wasn't to grant you additional "power points" to spend when building your character (as in Champions, or GURPS), but to decrease the difficulty of skill advancement and, therefore, increase the speed at which you level.

This hadn't previously existed in Arena, and was one of many refinements introduced to character creation, advancement, and customisation in Daggerfall — another being how you actually go up a level. Whereas in Arena, players earned experience points by defeating monsters to level and gain the opportunity to manually increase stats, Daggerfall instead emphasised developing your skills in the open world to level up — something that ultimately became a trademark of the series going forward.

Lance the Nord
Meet Lance, my ill-dressed Nord who likes to settle problems with his fists — Image: Bethesda

"Arena was very Dungeons & Dragons," said Peterson. "Even today, when people play Arena, they go like 'Hey, I laid on all this armour, and my armour class is going down,' and that's because that's how first edition Dungeons & Dragons did it. You were trying to get armour class zero or below. Also, experience was based on quests you completed or the creatures you destroyed rather than your skill system. In Daggerfall, again, we decided to change all that. So, on the one hand, we were changing how we were doing world-building, but we were also changing the system of how characters were built."

Besides LeFay and Peterson, another person credited with designing Daggerfall is Bruce Nesmith. He joined the team in 1995, roughly a year after development began, coming from TSR (the original publisher of Dungeons & Dragons) and a background in the tabletop role-playing world. As he told me earlier this year, he hadn't heard of Arena before joining Bethesda, but when he saw what the team was working on, he was immediately blown away by what they were building.

"I really liked the character generation system in Daggerfall," Nesmith said. "It had a lot of really cool things going on, things that my years of working with tabletop role-playing games told me were worth doing... I think Todd [Howard] actually puts it best. He says, 'The idea is for the game to get out of your way.' In other words, you're just in the moment. You're in the experience. You're just doing the things you find fun, whatever that happens to be. And all this other stuff is in the background. It's about getting out of the player's way; don't make it so you're playing a spreadsheet; make it so you're in the game doing the cool stuff. I think that's been kind of a driving concept since Daggerfall."

Nesmith's role on the project was working on quests and dungeon designs. This included the tutorial dungeon, the Privateer's Hold (which has, ironically, become something of a stumbling block for new players checking out the earlier Elder Scrolls games).

"That initial dungeon, the very first one you start the game in, that was mine," he told me. "So if you hated that and wanted to tear your eyeballs out, that's my fault. Although, the idea of starting in a dungeon would probably have been Julian LeFay and Ted Peterson's call...

"It's a very rare game that just throws you into the open world, because the developer needs to make sure you understand how to do combat, how to use all the special systems — whether it's sneaking, climbing, jumping, or whatever it is. They also need to make sure that the fights you have are definitely winnable, particularly with the characters you have created. So that's essentially what we were trying to do with Daggerfall. Did we do it well? I don't know if you could argue that."

It's at this point that we should probably talk about Daggerfall's world map. Chances are, if you've heard one thing about Daggerfall, it's likely regarding the overwhelming size of its map. To this day, it is still one of the largest seamless maps ever featured in an open-world RPG, with just one tiny island, the Isle of Betony, representing a significantly larger area than the entire continent of Skyrim in The Elder Scrolls V. As Peterson explains, this "epic" scope was the plan from the very beginning and was achieved by taking advantage of procedural generation.

The Elder Scrolls: Daggerfall
Get ready to stare at this screen a lot, as you travel the world! — Image: Bethesda

Much like in Arena, Daggerfall has a small number of hand-crafted towns and dungeons, with the rest of the locations and the wilderness relying on procedural generation. The difference, however, is that whereas in Arena, if you leave a town, it will keep generating landscapes, Daggerfall lets you travel from one to another — it just takes a lot of time and isn't really recommended.

"Arena already had procedural generation in the sense that if you left a town and just kept going north, it's never going to end," said Peterson. "It's just gonna keep on building wilderness. But, in Daggerfall, we wanted to make an epic interconnected landscape, where big things were going on across these different kingdoms. So very early on, we knew we needed what the world needed: it needed to be large."

After finishing the tutorial dungeon, players are spat out into the open world. From here, they are then free to travel wherever, listening to the game's epic soundtrack from Eric Heberling and Andy Warr, and picking up minor quests while they wait for the main quest to catch up to them. To help them get around, players have the option to fast travel, which is pretty much the de facto form of travelling in the game, with most quests typically requiring you to jot down a location (the name of some town or dungeon) before finding it on the map, and choosing how you want to travel. This means you typically spend much less time in the wilderness in Daggerfall (unless you deliberately set out to explore), and can zip straight to your intended location and the heart of the action.

"The Next Thing I Know, I'm Building One Of The Largest Procedurally Generated Games Ever"

With all the exciting planned improvements, Daggerfall became a regular fixture in gaming magazines after its initial reveal.

Early buzz came courtesy of Computer Gaming World, which featured it on the cover of its January 1995 magazine, as well as a widely reported-on appearance at the Winter 1995 CES, where a trailer featuring an alternative cinematic was shared. This was then followed by a string of articles from journalists arguing that Daggerfall could be a significant title in reviving the computer role-playing game genre, which was considered to be in decline in the mid-90s.

Computer Gaming World January 1995
As far as I'm aware, this is the first-ever magazine to feature Daggerfall on the cover — Image: Computer Gaming World/Video Game History Foundation

In a short preview published in the April 1995 issue of Electronic Games (one month before the game's appearance at the inaugural E3 in May of that year), the magazine's staff stated that Daggerfall opened up "a new chapter in development of the electronic adventure," elaborating that it "perfects the concepts of Arena to produce a game with the immediacy and involvement of Doom and the intricacy of traditional adventures like King's Quest and World of Zeen." They weren't alone in their praise, either, with PC Gamer's William R. Trotter also coming away impressed with early builds of Daggerfall, arguing it could potentially "blast the moribund RPG genre into [an] exciting new life."

The stage was all set for Daggerfall to be a success, but getting the game's content finished, due to its scope and the lack of thorough planning, proved to be a monumental task. Initially announced for a January 1995 release, this date kept getting pushed further and further back, with the team embarking on a now-legendary death march to get it ready for a date that kept retreating further and further the closer they got to it.

"Julian and Ted — particularly Julian — had very big dreams," Nesmith said. "After the success of Arena, they wanted to do something that was a real role-playing game and something big. But the company needed to put out a product. So, Julian, completely well-intentioned, kept thinking it would be done really soon and that there was just a little bit more to do. The reality, though, was that it was so complex and so big that no proper scheduling was ever applied to it.

"It was a three-year project, and they kept trying to do it in 1.5 years. And so management got very desperate to get it released on time, and they pushed people hard. To be fair to Bethesda, though, you're talking about a small boutique company at that point. Bethesda was not very big. They didn't have the means to just say, 'Okay, well, it's going to be a three-year project."

"It was crazy hours," said Peterson. "Certainly, seven days a week and many, many hours a day to get it through. On the weekends, they would turn off the AC, and we were working through the summer, and I would come in on Saturdays, and everyone would be not naked but in their underwear, because it was so hot. It was brutal. It was probably the best game of my career, but also kind of the worst experience. I mean, it was really great in the beginning because of all the creativity. Really great when things started getting implemented, but there was a whole lot of unpleasantness in between."

In a 2017 interview with Indigo Gaming, Julian LeFay offered a particularly candid account of the incredible pressure he faced to get the game ready and shipped, especially from Bethesda owners Christopher Weaver and his wife, Constance. In this interview (recorded eight years before he passed away from cancer), he stated that working on the project "almost killed" him, and he was pretty much a different person when he came out the other side.

"The pressure was [...] just absolutely nuts," LeFay told Indigo Gaming. "It was long days, every day. Weekends. It was more than a year of crunch. Crazy crunch. The round-the-clock kind of crunch time. Constantly. That I could deal with, but the pressure from Chris and Constance all the time — “Are you going home? The game’s not done.” I put a lot of pressure on myself to perform — way too much. I’m way too hard on myself when it comes to performance, but now add that on top of it, and yeah, I snapped somewhere partway through that. I was kind of out of it for a few days. Got back to it and got back in it, but like I said, I was a very different person."

One anecdote that perfectly encapsulates Daggerfall's dysfunctional development comes courtesy of the junior programmer Hal Bouma. Bouma joined Bethesda around the same time as Nesmith, in early-to-mid 1995, having just graduated from college, and was recruited after bumping into one of Bethesda's recruiters at a games conference, who then connected him with LeFay. When he came on board, LeFay told him that the project was just mere weeks away from beta (a term used to describe a feature-complete version of a piece of software used for testing), but this turned out to be far from the truth.

"Julian had told me all I would be helping with was to write the tools that the designers and the artists would need. And so that seemed reasonable: just working on some tools for the game. They had this editor for that. I got the editor working; the editor was for building the map blocks. And so I'm like, 'Okay, how do we get this in the game?' And then that's kind of like when the rug started to be pulled out for me. Julian was like, 'Okay, well, you need to actually load them into the game.' I said, 'Well, how do I do that?' That's when I learned I had to procedurally generate the 15000 locations in the game using the blocks. And so the next thing I know, I'm building one of the largest procedurally generated games ever.

PBA Bowling
With Daggerfall experiencing delays, Bethesda apparently offered some stores PBA Bowling to fill up the empty shelf space it had purchased in advance — Image: Bethesda

"Eventually, what I found out was happening was that Bethesda was forcing a date out of them," Bouma added. "Bethesda then would go to the retailer CompUSA and buy endcap space based on that date. They'd spend lots of money to get shelf space for the product launch. And we'd miss it. And so, they'd be forced to put out PBA bowling or other games that they were making on this endcap space. Even CompUSA got to the point where they had to change their policies because of us. And I think we also developed a version exclusively for them."

Bouma wasn't the only person to come on board with the impression that the game's release was right around the corner, only to be shocked at what they found. Kurt Kuhlmann, a junior designer who later worked on Oblivion and Skyrim, also joined the project several months before its release, with the task of helping to design the dungeons. Fresh out of graduate school, he was immediately put to work.

"When I came in, they basically said, 'Here are the tools,' and after a little time getting familiar, I was assigned to start making some dungeons. So I was set to work on it. I remember the tools were very primitive, and we barely had any QA. When I finished something, I'd say, 'Bruce, do you want to take a look at it?' But a lot of the time he was just like, 'Nah, let's just put it in.' It was at that stage of the project where they just needed content.

"Even at the late date I was coming in, there were still whole systems that had been designed and coded, that were just then being implemented, and these weren't systems that you want to turn on a few months before your release. These were like state-changing things. If I change into a vampire, right, that changes how I have to play the game. And there's all these other things about that. Like, how does it change how spells affect you or whatever? There were so many ambitious things like that that were turned on, with just the hope that everything would just work together."

PC Gamer December 1996
"It's a winner — warts and all!" reads PC Gamer US's Daggerfall review from December 1996 — Image: PC Gamer/Video Game History Foundation

Following an unbelievably punishing development schedule, Daggerfall landed in North American stores in September 1996, a total of 26 months after that first mention in Computer Gaming World. For the team, it had been an exhausting and chaotic experience, while for the higher-ups at Bethesda, it was a lesson in how not to schedule games.

Given its incredibly rocky road to release, understandably, Daggerfall shipped with a ton of bugs (including one particularly nasty bug where the main quest would disappear on players), but that didn't stop critics from loving it, calling it a "flawed masterpiece" as well as "an amazing achievement" and "the answer to a lot of roleplayers' prayers."

It took home countless awards from outlets like PC Gamer and Computer Gaming World that same year, and has since inspired fan projects (including the incredibly popular Daggerfall Unity) and spiritual successors, while also leaving an indelible impression on Bethesda and The Elder Scrolls series to this day.